TherapeuticsMD, Inc. - 10-Q


 


Exhibit 10.3


 





FOURTH AMENDMENT TO LEASE


THIS FOURTH AMENDMENT
TO LEASE (the “Fourth Amendment”) is made and entered into as of the Effective Date hereof, by and between 6800 BROKEN
SOUND LLC, a Florida limited liability company and its successors or assigns (“Landlord”), and THERAPEUTICSMD, INC.,
a Nevada corporation authorized to do business in Florida (“Tenant”).


RECITALS:


A.       Landlord
and Tenant have entered into that certain Lease effective as of May 13, 2013 (the “Original Lease”) for the Lease
of that certain Premises described within the Lease as the entire third floor of the Building located at 6800 Broken Sound Parkway,
Boca Raton, Florida (“First Premises”).


 


B.       Effective
as of February 19, 2015, Landlord and Tenant entered into that certain First Amendment to Lease (“First Amendment”),
which, among other things, modified the Premises to also include Suite 100 of the Building (as defined in the Lease) (the “Second
Premises”).


 


C.       Effective
as of April 26, 2016, Landlord and Tenant entered into that certain Second Amendment to Lease (“Second Amendment”),
which among other things, modified the Premises to also include Suite 125 of the Building (as defined in the Lease) (the “Third
Premises”).


 


D.       Thereafter,
Landlord and Tenant entered into that certain Third Amendment to Lease effective as of October 4, 2016 (“Third Amendment”,
and together with the Original Lease, the First Amendment, and the Second Amendment, the “Original Lease”; the Original
Lease, as modified by this Third Amendment, is referred to herein as the “Lease”); which among other things, modified
the Premises to thereafter include the entire third floor of the Building, Suite 100, Suite 125 and Suite 150 located within the
Building, all as further defined and identified therein, and containing approximately 33,124 rentable square feet and constituting
65.19% of the Gross Rentable square footage of the Building (collectively, for purposes hereof, the “Existing Premises”).


 


E.       Landlord
and Tenant desire to modify and amend the Lease to, among other things, upon the terms and conditions set forth herein: (i) to
modify the date upon which the First Premises Rent Maximum Payment Ceiling terminates from October 1, 2018 to April 30, 2018.


 


F.       Landlord
and Tenant desire to enter into such other terms, conditions, and amendments to the Lease as are more specifically set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual terms, covenants and conditions contained herein, and for separate consideration, the receipt and sufficiency
of which is hereby acknowledged and agreed to by the parties hereto, the Landlord and Tenant do hereby agree as follows:


		1.0	Recitals. The above recitals are hereby ratified and confirmed
as being true and correct and are incorporated herein in all respects.



		2.0	Definitions. All terms defined herein shall have the identical
definitions as ascribed to within the Original Lease, except where such definition is expressly modified herein.



		3.0	Effective Date. The Effective Date of this Fourth Amendment
to Lease shall be the date and time of the last party to fully execute this Fourth Amendment.







    	 



    	 



    




 


		4.0	Rent Maximum Payment Ceiling. Notwithstanding anything contained
herein or in the Lease to the contrary, the Rent Maximum Payment Ceiling, as referred to in the Lease, shall cease to apply starting
May 1, 2018, and any and all references to the Rent Maximum Payment Ceiling shall be void and of no further force or effect from
and after May 1, 2018.



		5.0	Estoppel. Tenant hereby represents and warrants that Tenant
is not in default of any term or condition of the Lease and that the Lease is in full force and effect and is the binding obligation
of the Tenant in accordance with all terms and conditions of the Lease, as supplemented or amended herein. Tenant further acknowledges
and represents that the Landlord is not in default of any term or condition of the Lease and the Lease is in full force and effect
in accordance with its terms.



		6.0	Duplicate Counterparts. This Fourth Amendment may be executed
by the parties in duplicate counterparts and when taken together the same shall make one complete and binding document. This Fourth
Amendment may be executed in full via facsimile transfer or electronic transmission, which facsimile copy or electronic transfer
shall be deemed as binding as an original. All parties hereto may rely upon such facsimile copy or electronic transfer as though
it were an original.



		7.0	Superseding Clause. The terms and conditions of this Fourth
Amendment shall supersede, amend and modify all terms and conditions of the Lease. In the event of any conflict between the terms
and conditions contained herein and the terms and conditions contained in the Lease, all terms and conditions contained in this
Fourth Amendment shall control. In all other respects, all terms and conditions of the Lease shall remain in full force and effect.



[Signature Page to Follow]






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IN WITNESS WHEREOF,
the parties have executed this Lease as of the last date set forth below.


 



	
        WITNESSES:
	 	LANDLORD:


6800 Broken Sound LLC, a Florida
limited liability company



	 	 	 
	/s/ Max Kiejdan	 	By:	/s/ Marc Bell
	Print Name: Max Kiejdan	 	 	Marc Bell, Manager
	 	 	 	 
	/s/ A. Percy	 	Date:	May 9, 2018
	Print Name:  A. Percy	 	 	 




 


 


LANDLORD
ACKNOWLEDGMENT


 





	STATE OF Florida	)
	 	)  ss:
	COUNTY OF Palm Beach	)










The foregoing instrument
was acknowledged before me this 9th  day of May, 2018 by Marc Bell, as Manager of 6800 Broken Sound
LLC, a Florida limited liability company, on behalf of the company. He/she personally appeared before me, is personally known to
me or produced _______________________ as identification.


IN WITNESS WHEREOF,
I hereunto set my hand and official seal.





	 	 	/s/ Robin J. Powers
	 	 	Notary Public 
	 	 	Printed Name: Robin J. Powers
	 	 	My Commission Expires: June 19, 2021
	 	 	Commission #GG77164; Notary Public
	 	 	State of Florida








 



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[Tenant Signature Page to Follow]


 


	
        
	 	TENANT:


TherapeuticsMD, Inc., a
Nevada corporation authorized to do business in Florida



	 	 	 
	/s/
    Christina Carreras	 	By:	/s/
    Robert Finizio
	Print Name: Christina Carreras	 	Print Name:	Robert Finizio
	 	 	Title:	CEO
	/s/
    Janine Giovanni	 	Date:	May 9, 2018
	Print
    Name:  Janine Giovanni	 	 	 









 


TENANT
ACKNOWLEDGMENT


 





	STATE OF Florida	)
	 	)  ss:
	COUNTY OF Palm Beach	)



 


The foregoing instrument was acknowledged
before me this 9th  day of May, 2018 by Robert Finizio as CEO of TherapeuticsMD, Inc.,
a Nevada corporation authorized to do business in Florida, on behalf said _______________________. He/she personally appeared before
me, is personally known to me or produced _______________________ as identification.





IN WITNESS WHEREOF,
I hereunto set my hand and official seal.


	 	 	/s/ Giuseppina N. Gamby
	 	 	Notary Public 
	 	 	Printed Name: Giuseppina N. Gamby
	 	 	My Commission Expires: 02/27/2021
	 	 	Commission #GG038089



 


 






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